-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jtj9UdXwyXrKuCQm4T/EdrApEZQabmn+cGUvNLeL6h1VGz7tXaVevujyPradQewm b4lxfjRvClsCl8gXjfCWRw== 0000921530-04-000227.txt : 20040429 0000921530-04-000227.hdr.sgml : 20040429 20040429165732 ACCESSION NUMBER: 0000921530-04-000227 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040429 GROUP MEMBERS: MR. JOHN M. ANGELO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGEN BIOLOGICS INC CENTRAL INDEX KEY: 0000883697 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 232476415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49089 FILM NUMBER: 04765821 BUSINESS ADDRESS: STREET 1: 509 COMMERCE STREET STREET 2: EAST WING CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417 BUSINESS PHONE: 2016515140 MAIL ADDRESS: STREET 1: 509 COMMERCE STREET STREET 2: EAST WING CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417 FORMER COMPANY: FORMER CONFORMED NAME: AROS CORP DATE OF NAME CHANGE: 20010712 FORMER COMPANY: FORMER CONFORMED NAME: APACHE MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19960426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO JOHN M CENTRAL INDEX KEY: 0001064681 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ANGELO GORDON & CO STREET 2: 245 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 692 2000 MAIL ADDRESS: STREET 1: C/O ANGELO GORDON & CO STREET 2: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G 1 regen-angelo_13g41904.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* ReGen Biologics, Inc. --------------------- (Name of Issuer) Common Stock, $.01 par value per share -------------------------------------- (Title of Class of Securities) 75884M104 --------- (CUSIP Number) April 19, 2004 -------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 6 Pages SCHEDULE 13G CUSIP No. 75884M104 Page 2 of 6 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JOHN M. ANGELO 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,348,024 Shares Beneficially 6 Shared Voting Power Owned By 1,176,471 Each Reporting 7 Sole Dispositive Power Person 1,348,024 With 8 Shared Dispositive Power 1,176,471 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,524,495 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.1% 12 Type of Reporting Person (See Instructions) IN, HC Page 3 of 6 Pages Item 1(a) Name of Issuer: ReGen Biologics, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 509 Commerce Street, 1st Floor, East Wing, Franklin Lakes, N.J. 07417 Item 2(a) Name of Person Filing: This Statement is filed on behalf of John M. Angelo ("Mr. Angelo," or the "Reporting Person"). This statement relates to Shares (as defined herein) held for the accounts of Mr. Angelo, Mr. Angelo's wife, a partnership (the "Partnership"), and AG Funds, LP, a Delaware limited partnership ("AG Funds"). Mr. Angelo is a managing member of JM Funds LLC, a Delaware limited liability company ("JM Funds"). JM Funds is the sole general partner of AG Funds GP, L.P., a Delaware limited liability company, which is the sole general partner of AG Funds. In such capacity, Mr. Angelo may be deemed to be the beneficial owner of the Shares held for the account of AG Funds. In addition, Mr. Angelo exercises investment power over the Shares held for the account of his wife and, as a result, may be deemed to be the beneficial owner of the Shares held for the account of Mr. Angelo's wife. Finally, this statement relates to Shares held for the account of the Partnership. Mr. Angelo exercises investment power over the Shares held for the Partnership's portfolio. In such capacity, Mr. Angelo may be deemed to be the beneficial owner of the Shares held for the account of the Portfolio. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Reporting Person is 245 Park Avenue, New York, New York 10167. Item 2(c) Citizenship: Mr. Angelo is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value per share (the "Shares"). Item 2(e) CUSIP Number: 75884M104 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Page 4 of 6 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of the date hereof, Mr. Angelo may be deemed to be the beneficial owner of 2,524,495 Shares. This amount consists of A) 1,176,471 Shares held for the account of AG Funds, B) 742,448 Shares held for the account of Mr. Angelo, C) 159,248 Shares held for the account of Mr. Angelo's wife, and D) 446,328 Shares held for the account of the Partnership. Item 4(b) Percent of Class: Mr. Angelo may be deemed to be the beneficial owner of approximately 6.1% of the total number of Shares outstanding (based upon information provided by the Issuer, the number of Shares outstanding was 41,611,786 as of April 19, 2004). Item 4(c) Number of shares as to which such person has: Mr. Angelo (i) Sole power to vote or direct the vote: 1,348,024 (ii) Shared power to vote or to direct the vote 1,176,471 (iii) Sole power to dispose or to direct the disposition of 1,348,024 (iv) Shared power to dispose or to direct the disposition of 1,176,471 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The partners of AG Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of AG Funds in accordance with their partnership interests in AG Funds. (ii) Mr. Angelo's wife has the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for her account. (iii) The partners of the Partnership, including Mr. Angelo, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of the Partnership in accordance with their ownership interests in the Partnership. Page 5 of 6 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 6 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 6 of 6 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 29, 2004 JOHN M. ANGELO /s/ John M. Angelo ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----